One thing we find surprisingly important as corporate lawyers is the ability to be able to relate on a personal level to the persons involved in the transaction. This person could be the lawyer’s client, the lawyer on the other side of the transaction, the investment bankers involved in helping your client raise money or [...]

We think the issue that has a number of companies figuratively scratching their heads is how we are going to behave in this reactive environment, which allows a level of criminal liability for chief executive officers and chief financial officers who lie or mislead the public. What level of liability is there for directors trying [...]

One of the things very important to us – and something our clients understand very well – is that we can never advise them and we never will advise them in a manner that distorts reality, shades the truth, or violates principles of ethics or legality. We all must operate in the world and in [...]

It is critical for the corporate practitioner to find some manner to understand and communicate to his client what the implications and risks of various actions are. A large but real variable among lawyers is how they quantify these risks and how they factor risk into their analysis in advising their clients. On one end [...]

A meaningful degree of due diligence is performed in taking on a new client, depending on who the client is and what its objectives are. If it is a large, significant, public company, one can look at its public filings and get a description of the company and an understanding of its strategy and direction. [...]

Each industry is evolving constantly, and in the last quarter of the 20th Century, change arrived in a big way to the practice of corporate law in the U.S. Having an active practice and being involved in marketing and client development keeps you well attuned to changes. You can read it in the clients and [...]

You also have to be able to handle many things in your head at once. I started my legal career clerking for a well-known justice on the Delaware Supreme Court. Justice Moore distinguished between lawyers who were very good as long as they focused on one task at a time versus those who kept seven [...]

You must remember that when you take away the education, the oath, the professional status, i.e., the lawyer’s trappings of office, you’re in the customer service business. At bottom, it’s not a whole lot different from waiting tables. As a waiter, you have to know what you’re serving, how it’s made, how it’s served, and [...]

Your Ethical Foundation This was the One Rule long before anybody ever heard of a company called Enron: To be successful in corporate law, you must do the right thing. You must have a value system rooted somewhere, remember you took an oath, and remember that all the money in the world isn’t worth your [...]

To state the obvious, it all starts with the clients. No clients, no practice. To do the interesting work, or any work, you need clients, and because every firm periodically loses clients for a variety of good and bad reasons, you need a constant flow of new business in the pipeline. Our firm is fortunate [...]

A corporate lawyer must be able to serve as a counselor in every matter likely to be important to the decision-makers of a business. The people who have ultimate responsibility and authority for a business of any size, from sole proprietorships to General Electric, want to be able to ask their lawyer almost anything and [...]

For the future, I think we will continue to see corporate consolidation. As long as the antitrust rules remain as relaxed as they have been, we’re going to continue to see it – not just here, but internationally, with increasing consolidation of large multinational companies. I have concerns about that on a number of levels. [...]

Trends in business are inevitable. As sure as the sun will rise tomorrow, businesses and industries will experience ups and downs. While it is impossible to predict these trends with certainty, being able to recognize where we are in a particular cycle is highly important. A significant part of my practice in recent years has [...]

I am a firm believer in the old adage “Nothing ventured, nothing gained.” The most successful companies, and frankly the most successful people, are those willing to take risks. It’s important to have a hedge, though. In other words, while it’s okay to be aggressive and enter into speculative transactions, it’s only okay if you [...]

In preparing for negotiations, before I make that conference call or participate in an all-hands meeting, I spend a lot of time learning about my client’s objectives, if I don’t fully understand them already from past projects. I also do my homework on the other parties. What are their backgrounds? What are the personalities of [...]